Exhibit 4.6


 


THE CORPORATION IS AUTHORIZED TO ISSUE
MORE THAN ONE CLASS OF STOCK AND MORE THAN ONE SERIES OF ITS CLASS OF PREFERRED STOCK. THE CORPORATION WILL FURNISH WITHOUT CHARGE
TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL
RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS.


 




     


     


    

 


Incorporated under the laws of the State
of Delaware, June 24, 1996


 


Certificate Number: ____


Initial Number of Shares of Series C Convertible Preferred Stock:
____


 


CELLECTAR BIOSCIENCES, INC.


 


Cellectar Biosciences, Inc. (the “Corporation”)
hereby certifies that ____ (the “Holder”) is the registered owner of ____ fully paid and non-assessable shares
of the Corporation’s designated Series C Convertible Preferred Stock, par value $0.00001 per share (the “Series
C Preferred Stock”), transferable on the books and records of the Corporation, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed or assigned and in proper form for transfer.


 


This Certificate and the shares represented
hereby are issued and shall be held subject to all the provisions of the Restated Certificate of Incorporation and the Restated
Bylaws of the Corporation and any amendments thereto, including the provisions of the Certificate of Designation of Preferences,
Rights and Limitations, dated __________, 2018, as the same may be amended from time to time (the “Certificate of Designations”).
Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations.


 


The shares of the Series C Preferred Stock
shall be convertible in the manner and accordance with the terms set forth in the Certificate of Designations.


 


Reference is hereby made to the provisions
of the Series C Preferred Stock set forth in the Certificate of Designations, which provisions shall for all purposes have the
same effect as if set forth at this place.


 


Upon receipt of this executed certificate,
the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.


 




     


     


    

 


IN WITNESS WHEREOF the said Corporation
has caused this Certificate to be signed by its duly authorized officer as of __________, 2018.


 


	 	By:	 
	 	Name:	Brian Posner
	 	Title:	Chief Financial Officer


 




     


     


    

 


NOTICE OF CONVERSION


 


(To
be Executed by the Registered Holder in order to Convert Shares of Preferred Stock)


 


The undersigned hereby elects to convert
the number of shares of Series C Convertible Preferred Stock indicated below into shares of common stock, par value $0.00001 per
share (the “Common Stock”), of Cellectar Biosciences, Inc., a Delaware corporation (the “Corporation”),
according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person
other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. No fee will be charged to
the Holders for any conversion, except for any such transfer taxes.


 


Conversion calculations:


 


Date to Effect Conversion: _____________________________________________


 


Number of shares of Preferred
Stock owned prior to Conversion: _______________


 


Number of shares of Preferred
Stock to be Converted: ________________________


 


Stated Value of shares of Preferred
Stock to be Converted: ____________________


 


Number of shares of Common Stock
to be Issued: ___________________________


 


Applicable Conversion Price:____________________________________________


 


Number of shares of Preferred
Stock subsequent to Conversion: ________________


 


Address for Delivery: ______________________


 


Or


 


DWAC Instructions:


Broker no: _________


Account no: ___________


 


	 	[HOLDER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: